Exhibit 10.31


 


AGILENT TECHNOLOGIES, INC.


2009 STOCK PLAN


STOCK OPTION AWARD AGREEMENT FOR U.S. EMPLOYEES


 


THIS
AGREEMENT, dated  as of the date of grant (the “Grant Date”) indicated in your account
maintained by the company providing administrative services in connection with
the Plan (as defined below) (the “External Administrator”), between Agilent
Technologies, Inc., a Delaware corporation (the “Company”), and you as an
individual who has been granted a stock option pursuant to the Agilent
Technologies, Inc. 2009 Stock Plan (the “Awardee”) is entered into as
follows:


 


WITNESSETH:


 


WHEREAS,
the Company has established the Agilent Technologies, Inc. 2009 Stock
Plan, (the “Plan”), and a description of the terms and conditions of the Plan
is set forth in the U.S. Plan prospectus (the “Prospectus”).  A copy of the Prospectus is available at
http://stockoptions.corporate.agilent.com and also on your External
Administrator website.  A copy of the
Plan document can be viewed at http://stockoptions.corporate.agilent.com  and will also be made available upon request; and


 


WHEREAS,
the Compensation Committee of the Board of Directors of the Company (the “Committee”)
or its authorized delegate(s) determined that the Awardee shall be granted
an option under the Plan as hereinafter set forth;


 


NOW
THEREFORE, the parties hereby agree that the Company grants the Awardee an
option (“Option”) to purchase the number of shares of the Company’s $0.01 par
value voting Common Stock indicated in the Awardee’s External Administrator account
subject to the terms and conditions set forth herein and in the Plan.


 


1.                    Governing Document.  This
Option is granted under and pursuant to the Plan and is subject to each and all
of the provisions thereof.  In the event
of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan shall
prevail.  Capitalized terms used and not
otherwise defined herein are used with the same meanings as in the Plan.


 


2.                    Option Price.  The
Option price shall be  equal to the Fair Market Value (as defined in
the Plan document) of the underlying shares on the Grant Date, unless otherwise
required by law.  The Option price for
this grant is indicated in the Awardee’s External Administrator account.


 


3.                    Non-Transferability
of Option.  This Option
is not transferable by the
Awardee except by will or the laws of descent and distribution. During the
Awardee’s lifetime, only the Awardee can exercise this Option.  This Option may not be transferred, assigned,
pledged or hypothecated by the Awardee during his or her lifetime, whether by
operation of law or otherwise, and is not subject to execution, attachment or
similar process.


 


4.                    Vesting.  So long
as the Awardee retains status as an Awardee Eligible to Vest as such term is
defined in the Plan, this Option will vest in whole or in part, in accordance
with the following vesting schedule: 25% per
year for 4 years.


 


1

















 


An Awardee loses status as an Awardee
Eligible to Vest when certain events occur, including but not limited to,
termination of employment with the Company or transfer of employment from the
Company.  If an individual ceases to be
an Awardee Eligible to Vest, other than as a result of circumstances described
in Sections 4(a), (b) and (c) below, the Awardee’s unvested Option
shall terminate immediately.  If, for any
reason, the Awardee does not exercise his or her vested Option within the
appropriate exercise period set forth in Section 7 below, the Option shall
automatically terminate, and the underlying shares covered by such Option shall
revert to the Plan.


 


(a)  Disability or Retirement of Awardee.  If the Awardee ceases to be an Awardee
Eligible to Vest as a result of the Awardee’s total and permanent disability or
retirement due to age, in accordance with the Company’s or its Subsidiary’s
retirement policy, all unvested Options shall immediately vest.


 


(b)  Death of Awardee.  If the Awardee dies while an Employee, all
unvested Options shall immediately vest.


 


(c)  Voluntary Severance Incentive Program.  If the Awardee ceases to be an Awardee
Eligible to Vest as a result of participation in the Company’s or its
Subsidiary’s voluntary severance incentive program approved by the Board or
Executive Committee, any unvested Option and/or SAR shall immediately vest.


 


5.                    Term of the Option.  This
Option will expire ten (10) years from the Grant Date, unless sooner
terminated, forfeited, or canceled in accordance with the provisions of the Plan.  This means that the Option must be exercised,
if at all, on or before the expiration date. 
This expiration date is indicated in the Awardee’s External
Administrator account.  The Awardee is
responsible for keeping track of this date and will not receive any prior
notification of the expiration date from the Company.


 


6.                    Exercise of the Option. 
Options may be exercised in any manner permitted by the External
Administrator, and will be subject to such administrator’s fees and
procedures.  The Company reserves the
right to limit availability of certain methods of exercise as it deems
necessary, including those limitations set forth in the Appendix to this Award Agreement.


 


7.                    Termination of Employment.  Any
unvested portion of the Option shall be terminated immediately when the Awardee
ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an
Awardee Eligible to Vest due to the Awardee’s death, total and permanent
disability, retirement or participation in the Company’s Workforce Management
Program.  Except as the Committee may
otherwise determine, termination of the Awardee’s employment or service for any
reason shall occur on the date such Awardee ceases to perform services for the
Company or any Affiliate without regard to whether such Awardee continues
thereafter to receive any compensatory payments therefrom or is paid salary
thereby in lieu of notice of termination or, with respect to a member of the
Board who is not also an employee of the Company or any Subsidiary, the date
such Awardee is no longer a member of the Board.


 


All rights of the Awardee in this Option,
to the extent that it has vested but has not been exercised, shall terminate on
the earlier of the expiration date or three (3) months after the Awardee
loses status as an Awardee Eligible to Vest, except where the Awardee loses
such status because of death, retirement or permanent and total disability. In
the event of the Awardee’s death, his or her legal representative or designated
beneficiary shall have the right to exercise the Awardee’s right under this
Option.  The representative or designee
must exercise the Option before the earlier of the expiration date or one (1) year
after the death of the Awardee, and shall be bound by the 


 


2

















 


provisions of the Plan.  In case of retirement or permanent and total
disability, the Awardee retains rights in this Option until the earlier of the
expiration date or three (3) years from the date thereof.


 


Notwithstanding any provision in the Plan
to the contrary, if an Awardee terminates employment due to death, total and
permanent disability, due to retirement in accordance with the Company’s local
retirement policy or due to participation in the Company’s Workforce Management
Program, the Option shall vest in full.


 


In the event of a Change of Control of
the Company (as defined in Section 18(c) of the Plan or any
successor), the Option shall vest in full immediately prior to the closing of
the transaction.  The foregoing shall not
apply where the Option is assumed, converted or replaced in full by the
successor corporation or a parent or subsidiary of the successor; provided,
however, that in the event of a Change of Control in which one or more of the
successor or a parent or subsidiary of the successor has issued publicly traded
equity securities, the assumption, conversion, replacement or continuation
shall be made by an entity with publicly traded securities and shall provide
that the holders of such assumed, converted, replaced or continued stock
options shall be able to acquire such publicly traded securities.


 


8.                    Restrictions on
Sale of Shares of Common Stock.  The Company shall not be obligated to issue any
shares of Common Stock pursuant to this Option unless the shares of Common Stock
are at that time effectively registered or exempt from registration under the
U.S. Securities Act of 1933, as amended, and, as applicable, local laws.


 


9.                    Responsibility for Taxes.  Regardless
of any action the Company or the Awardee’s employer (the “Employer”) takes with
respect to any or all income tax, social insurance, payroll tax or other
tax-related withholding (the “Tax-Related Items”), the Awardee acknowledges
that the ultimate liability for all Tax-Related Items legally due by the Awardee
is and remains the Awardee’s responsibility and that the Company and/or the
Employer (1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Option,
including the grant, vesting or exercise of the Option, the subsequent sale of shares
of Common Stock acquired pursuant to such exercise and the receipt of any
dividends; and (2) do not commit to structure the terms of the grant or
any aspect of the Option to reduce or eliminate the Awardee’s liability for
Tax-Related Items.


 


Prior to the relevant taxable event, the
Awardee shall pay or make adequate arrangements satisfactory to the Company
and/or the Employer to satisfy all Tax-Related Items withholding obligations of
the Company and/or the Employer.  In this
regard, the Awardee authorizes the Company and/or the Employer, at their sole discretion
to satisfy the obligations with regard to all applicable Tax-Related Items
legally payable by one or a combination of the following: (1) withholding
from the Awardee’s wages or other cash compensation paid to the Awardee by the
Company and/or the Employer; (2) withholding from proceeds of the sale of
shares of Common Stock acquired upon exercise of the Option; (3) arranging
for the sale of shares of Common Stock acquired upon exercise of the Option (on
the Awardee’s behalf and at the Awardee’s discretion pursuant to this
authorization); or (4) withholding in shares of Common Stock, provided that the
Company only withholds the amount of shares of Common Stock necessary to
satisfy the minimum withholding amount. 
If the obligation for the Awardee’s Tax-Related Items is satisfied by
withholding a number of shares of Common Stock as described herein, the Awardee
is deemed to have been issued the full number of shares of Common Stock subject
to the Option, notwithstanding that a number of the shares of Common Stock are
held back solely for the purpose of paying the Tax-Related Items due as a
result of any aspect of this Option.


 


3

















 


Finally, the Awardee will pay to the
Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold as a result of the Awardee’s participation
in the Plan or the Awardee’s purchase of shares of Common Stock that cannot be
satisfied by the means previously described. 
The Company may refuse to honor the exercise and refuse to deliver the shares
of Common Stock if the Awardee fails to comply with his or her obligations in
connection with the Tax-Related Items as described in this section.


 


10.              Adjustment. 
The number of shares of Common Stock subject to this Option and the
Option price of such shares may be adjusted by the Company from time to time
pursuant to the Plan.


 


11.              Nature of the Option.  By
accepting the grant of this Option, the Awardee acknowledges and agrees that:


 


(i)                           the Plan is established voluntarily by
the Company, it is discretionary in nature and it may be modified, amended, suspended
or terminated by the Company at any time, unless otherwise provided in the Plan
and this Award Agreement;


 


(ii)                        the grant of an option is a one-time
benefit which does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been
granted repeatedly in the past;


 


(iii)                     all determinations with respect to any
future option grants, including, but not limited to, the times when options
shall be granted, the maximum number of shares subject to each option and the
option price, will be at the sole discretion of the Company;


 


(iv)                    participation in the Plan shall not
create a right to further employment with the Employer and shall not interfere
with the ability of the Employer to terminate the Awardee’s employment
relationship at any time;


 


(v)                       participating in the Plan is voluntary;


 


(vi)                    the Option is an extraordinary item that
does not constitute compensation of any kind for services of any kind rendered
to the Company or the Employer, and which is outside the scope of the Awardee’s
employment contract, if any;


 


(vii)                 the Option and the shares of Common Stock
acquired under the Plan are not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or welfare or retirement benefits or
similar payments, and in no event should be considered as compensation for, or
relating in any way to, past services to the Company or the Employer;


 


(viii)              in the event the Awardee is not an
employee of the Company, the Option will not be interpreted to form an
employment contract or relationship with the Company, the Employer or any
Subsidiary or Affiliate;


 


(ix)                      the future value of the underlying shares
of Common Stock is unknown and cannot be predicted with certainty;


 


(x)                         if the underlying shares of Common Stock
do not increase in value, the Option will have no value;


 


4

















 


(xi)                      if the Awardee exercises the Option and
acquires shares of Common Stock, the value of those shares of Common Stock acquired
may increase or decrease in value, even below the Option price;


 


(xii)                   in consideration of the grant of the Option,
no claim or entitlement to compensation or damages shall arise from termination
of the Option or diminution in value of the Option or shares of Common Stock
acquired under the Option resulting from termination of the Awardee’s
employment by the Company or the Employer and the Awardee irrevocably releases
the Company and the Employer from any such claim that may arise;


 


(xiii)                the vesting of any Option ceases upon
termination of employment with the Company or transfer of employment from the
Company, or other cessation of eligibility to vest for any reason, except as
may otherwise be explicitly provided in the Plan document or this Award
Agreement;


 


(xiv)               the Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding the Awardee’s participation in the Plan, the exercise of the Option
or the purchase or sale of shares of Common Stock under the Plan;


 


(xv)                  the Awardee is advised to consult with
personal tax, legal and financial advisors regarding participation in the Plan
before taking any action related to the Plan; and


 


(xvi)               the Awardee acknowledges that this Award Agreement
is between the Awardee and the Company, and that the Employer is not a party to
this Award Agreement.


 


12.            Data
Privacy.  The  Awardee explicitly
and unambiguously consents to the collection, use and transfer, in electronic
or other form, of the Awardee’s personal data as described in this document by
and among, as applicable, the Company the Employer and the External
Administrator for the exclusive purpose of implementing, administering and
managing the Awardee’s participation in the Plan.


 


The Awardee hereby understands that the Company and the
Employer hold certain personal information about the Awardee, including, but
not limited to, the Awardee’s name, home address and telephone number, date of
birth, social security number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the
Company, details of all Options or any other entitlement to shares of Common
Stock awarded, canceled, exercised, vested, unvested or outstanding in the
Awardee’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”).  The Awardee hereby
understands that Data may be transferred to any third parties (including the
External Administrator) assisting in the implementation, administration and
management of the Plan, that these recipients may be located in the Awardee’s
country or elsewhere, such as outside the European Economic Area, and that the
recipient’s country may have different data privacy laws and protections than
the Awardee’s country.  All such
transfers of Data will be in accordance with the Company’s Privacy Policies and
Guidelines.  The Awardee hereby
understands that the Awardee may request a list with the names and addresses of
any potential recipients of the Data by contacting the Awardee’s local human
resources representative.  The Awardee
authorizes the recipients to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the purposes of implementing,
administering and managing the Awardee’s participation in the Plan, including
any requisite transfer of such Data as may be required to a broker or other
third party with whom the Awardee may elect to deposit any Common Stock
acquired upon exercise of the Option. 
The Awardee hereby understands that refusing or withdrawing the Awardee’s
consent may affect the Awardee’s ability to participate in the Plan.  For more information on the consequences of
the Awardee’s refusal to consent or withdrawal of consent, the Awardee 


 


5

















 


understands that he or she may contact his or her human
resources representative responsible for the Awardee’s country at the local or
regional level.


 


13.              No Rights Until
Issuance.  The Awardee
shall have no rights hereunder as a shareholder with respect to any shares
subject to this Option until the date that shares of Common Stock are issued to
the Awardee upon exercise of the Option.


 


14.              Recoupment.  This Option is subject to the terms of the
Agilent Technologies Executive Compensation Recoupment Policy in the form
approved by the Committee as the date of grant (the “Policy”), if and to the
extent that the Policy by its terms applies to the Option and the Awardee; and
the terms of the Policy as of the date of grant are incorporated by reference
herein and made a part hereof.


 


15.              Administrative Procedures.  The Awardee agrees to
follow the administrative procedures that may be established by the Company
and/or the External Administrator for participation in the Plan which may
include a requirement that the shares issued upon vesting be held by the
External Administrator until the Awardee disposes of such shares.  The Awardee further agrees that the Company
may determine the actual method of withholding for Tax-Related Items as
described in Section 9 above.


 


16.              Entire Agreement; Amendment.  The
Plan is incorporated herein by reference. 
The Plan and this Award Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Awardee
with respect to the subject matter hereof, and may not be modified adversely to
the Awardee’s interest except by means of a writing signed by the Company and
the Awardee.  Otherwise, this Option may
be amended as provided in the Plan.


 


17.              Governing Law and Venue.  This
Award Agreement is governed by and construed according to the internal substantive
laws, but not the choice of law rules, of the State of Delaware as provided in
the Plan.  Any proceeding arising out of
or relating to this Award Agreement or the Plan may be brought only in the
state or federal courts located in the Northern District of California where
this grant is made and/or to be performed, and the parties to this Award
Agreement consent to the exclusive jurisdiction of such courts.


 


18.              Binding Agreement; Interpretation.  By
accepting the grant of this Option evidenced hereby, the Awardee and the
Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Award Agreement.  The Awardee has reviewed the Prospectus and
this Award Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to accepting the Option and fully understands all
provisions of the Prospectus and Award Agreement.  The Awardee agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Award Agreement.


 


19.              Language.  The
Awardee acknowledges that he or she may be executing part or all of the Award
Agreement in English and agrees to be bound accordingly.  If the Awardee has received this or any other
document related to the Plan translated into a language other than English and
if the translated version is different than the English version, the English
version will control.


 


20.              Electronic Delivery.  The
Company may, in its sole discretion, decide to deliver any documents related to
the Option granted under (and participation in) the Plan or future awards that
may be granted under the Plan by electronic means or to request the Awardee’s
consent to participate in the Plan by electronic means.  The Awardee
hereby consents to receive such documents by 


 


6

















 


electronic
delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company.


 


21.              Severability. 
The provisions of this Award Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.


 


22.              Acceptance and Rejection.  This Award Agreement is one of the documents
governing this Option, which the Awardee must accept or reject online through
the External Administrator’s website.


 


	
   

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William P. Sullivan

  
	
   

  	
  William P. Sullivan

  
	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ D. Craig Nordlund

  
	
   

  	
  D. Craig Nordlund

  
	
   

  	
  Senior Vice President,
  General Counsel and Secretary

  



 


 


PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS


 


7